Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2021, the Board of Directors of Becton, Dickinson and Company (“BD”) elected Thomas E. Polen, BD’s CEO and President, to the additional position of Chairman of the Board, effective April 28, 2021. Mr. Polen will succeed Vincent A. Forlenza as Chairman of the Board, and Mr. Forlenza will retire from BD upon the effectiveness of Mr. Polen’s election.
Item 5.07. Submission of Matters to a Vote of Security Holders.
BD held its 2021 Annual Shareholders Meeting (the “Annual Meeting”) on January 26, 2021. The final voting results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal No. 1: All of the Board of Directors’ nominees for director were elected to serve for a term of one year and until their respective successors are elected and qualified, by the votes set forth in the table below.
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Catherine M. Burzik
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230,925,832
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1,274,626
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298,441
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20,729,516
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R. Andrew Eckert
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231,562,940
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564,485
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371,474
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20,729,516
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Vincent A. Forlenza
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224,670,269
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7,265,644
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562,986
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20,729,516
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Claire M. Fraser
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227,025,676
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5,183,952
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289,271
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20,729,516
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Jeffrey W. Henderson
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225,097,986
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7,087,757
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313,156
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20,729,516
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Christopher Jones
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223,638,212
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8,522,565
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338,122
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20,729,516
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Marshall O. Larsen
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218,677,502
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13,505,166
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316,231
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20,729,516
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David F. Melcher
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228,998,499
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3,186,501
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313,899
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20,729,516
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Thomas E. Polen
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229,677,626
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2,540,513
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280,760
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20,729,516
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Claire Pomeroy
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230,905,743
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1,282,835
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310,321
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20,729,516
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Rebecca W. Rimel
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231,742,442
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456,092
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300,365
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20,729,516
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Timothy M. Ring
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229,147,490
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3,024,412
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326,997
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20,729,516
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Bertram L. Scott
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216,006,529
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14,585,849
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1,906,511
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20,729,516
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Proposal No. 2: The appointment of Ernst & Young as BD’s independent registered public accounting firm for fiscal year 2021 was ratified by the shareholders by the votes set forth in the table below.
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For
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Against
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Abstain
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Broker Non-Votes
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241,099,677
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11,700,095
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428,643
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N/A
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Proposal No. 3: The shareholders approved, on an advisory, non-binding basis, the compensation of BD’s named executive officers by the votes set forth in the table below.
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For
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Against
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Abstain
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Broker Non-Votes
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155,094,897
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76,265,280
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1,138,722
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20,729,516
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Proposal No. 4: The shareholder proposal regarding special shareholder meetings failed to pass by the votes set forth in the table below.
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For
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Against
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Abstain
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Broker Non-Votes
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104,948,857
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124,151,427
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3,398,615
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20,729,516
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